Exhibit 10.11A
000 xxxxxxxx xxxxxx xxxxx 0000 xxxxxx
xxxxxx, xxxxx 00000 escape
p. 512.494.2100 f. 512.472.6645
xxxx://xxx.xxxxxx.xxx
January 12, 1997
Xx. Xxxxx X. Xxxxxxxx
Milaeger's Gardens
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE: GARDENESCAPE LETTER OF AGREEMENT
Dear Xxxxx:
GardenEscape is excited that Milaeger's Gardens has chosen to renew its contract
and remain a member of the Garden Escape Strategic partner network. We look
forward to maintaining a mutually beneficial long-term relationship between our
two companies. Though our relationship is built primarily through each of our
commitments, there are several elements detailed below which are fundamental to
our agreement and will continue to provide a foundation for the relationship.
1. Mutual Exclusivity - GardenEscape agrees to retain Milaeger's Gardens as the
exclusive source on the Garden Escape network for the products detailed in
the product Line section below. Milaeger's Gardens authorizes Garden Escape
to be its exclusive reseller of its products via the Internet and World Wide
Web. This two-way exclusivity will be from the date that this Letter is
executed through the duration of this agreement. Extensions to the agreement
may be negotiated if mutually agreeable by both parties.
2. Product Line - Milaeger's Gardens agrees to supply the following products on
the Garden Escape network: Perennial plants, as detailed in Milaeger's
Gardens 1997 Perennial Wishbook, excluding lilies, daylilies, and peonies.
3. Product Supply - Customer demand for Milaeger's Gardens products over the
GardenEscape network will be variable, therefore Milaeger's Gardens can offer
no guarantee of minimum sales volume to Milaeger's Gardens. In the case that
customer demand for a Milaeger's Gardens product exceeds available supply,
Garden Escape reserves the right to find secondary sources of supply for that
product.
4. Trademark, Logo and Company Name - As part of Garden Escape's marketing
activities, it will develop marketing materials and order documentation which
will co-market Garden Escape and Milaeger's Gardens. Milaeger's Gardens
grants Garden Escape an international royalty-free license to use its company
name, logo and any trademarks, if applicable, to develop and distribute these
materials and acknowledges that it has the right to grant such license. The
use of Milaeger's Gardens name and trademark may include printed, CD-ROM, and
electronic marketing materials, shipping and labeling documents, and
packaging. Garden Escape agrees not to modify Milaeger's logo when using it
without approval of Milaeger's Gardens.
Garden Escape and Milaeger's Gardens acknowledge that co-marketing is an
important component of a successful partnership. Milaeger's Gardens agrees to
cooperate with Garden Escape in the development, implementation and
maintenance of a co-marketing strategy, to include over time print
advertising, shipping and labeling documents and packaging.
5. Proprietary Information - Garden Escape will give its customer name and
address for each order to Milaeger's Gardens for direct drop shipment. These
customer names and addresses are proprietary to Garden Escape and Milaeger's
Gardens agrees: 1) not to use these names other than in the advancement of
the goals of this Agreement; 2) not to use the names or other Garden Escape
information for any direct marketing by Milaeger's Gardens; or 3) not to
license or sell these names to a third party, without the written consent of
Garden Escape. Additionally, to the extent either party receives any other
confidential information from the other, the receiving party will keep the
information confidential and will only use the information in the
advancement of this Agreement.
6. Pricing - Milaeger's Gardens agrees to give Garden Escape a [*] their
standard retail prices for products offered by Garden Escape on its network,
F.O.B. Milaeger's Gardens shipping point. Garden Escape agrees to pay
Milaeger's Gardens a [*] shipping and handling charge. This [*] structure
may be modified if mutually agreeable by both parties.
7. Payment Terms - Milaeger's Gardens agrees to xxxx Garden Escape once a month
for all Garden Escape orders. Garden Escape agrees to pay these invoices on
Net 7 day terms.
8. Customer Feedback - Garden Escape agrees to forward any customer feedback
relating to Milaeger's Gardens to them on a timely basis, at no charge.
9. Product Returns - Milaeger's Gardens agrees to process returns/replacement
orders for Garden Escape customers. Milaeger's Gardens agrees to process [*]
of total sales dollars to Garden Escape customers at no charge. This
percentage will be reviewed after June 30, 1997 and renegotiated if
necessary on a mutually agreeable basis.
10. Term Of Agreement - This Agreement will begin on the date it is executed and
continue for a period of one year. This Agreement shall automatically renew
for successive one year periods unless either party delivers written notice
to the other at least 60 days prior to the expiration of the initial term or
any renewed terms.
11. Termination Of Agreement - If either party fails to uphold any fundamental
term of this Agreement the other may issue notice in writing, specifying the
reason for doing so, that they will terminate the Agreement. In such
circumstance both parties agree to work together in good faith to
expeditiously resolve the problem(s). If, at the end of a 21 day period
from the original notice, the problem(s) is/are not solved to the reasonable
satisfaction of the party giving notice they may terminate the Agreement
with confirming written notice on the date of such notice.
By signing below, Garden Escape and Milaeger's Gardens accept to the terms of
this Letter.
GARDEN ESCAPE, INC. MILAEGER'S GARDENS
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Vice President President/Owner
Date: 4/18/97 Date: 4/18/97
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* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
